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HomeMy WebLinkAboutCC Resolution 14642 (Migration from Vievu to Axon Body-Worn Cameras)RESOLUTION NO. 14642 RESOLUTION OF THE SAN RAFAEL CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE A FIVE-YEAR AGREEMENT WITH AXON ENTERPRISE, INC. FOR EQUIPMENT AND SERVICES TO MIGRATE FROM VIEVU TO AXON BODY WORN-CAMERAS IN AN AMOUNT NOT TO EXCEED $89,703. WHEREAS, on April 6, 2018, the City of San Rafael entered into a five-year service agreement to purchase body-worn camera equipment and services from Vievu, LLC. (Vievu), a subsidiary of Safariland, for use by the San Rafael Police Department; and WHEREAS, on May 4, 2018, after the San Rafael Police Department entered into this agreement, Safariland exited the body-worn camera industry and sold Vievu to Axon Enterprise, Inc. (Axon); and WHEREAS, after the acquisition of Vievu by Axon, the San Rafael Police Department met with Axon representatives to transition from the Vievu model LE5 body-worn camera to the new Axon 2 body-worn camera for the sustainability of the program in that: •Vievu model LE5 body-worn cameras were manufactured by Vievu, which is no longer in the body-worn camera business; •Axon 2 body-worn cameras are the latest model manufactured by Axon; •The San Rafael Police Department will receive an upgraded and unlimited cloud-based storage plan, allowing cameras to record in HD resolution at no additional cost; •Every user of the Axon 2 camera will have access to Evidence.com, which is a cloud- based digital evidence management system that allows police departments to manage, review, and share digital evidence, particularly video evidence captured by the body- worn camera; and WHEREAS, Axon will credit the San Rafael Police Department $273,501; and WHEREAS, the purchase of 75 Axon 2 body-worn cameras, ancillary equipment, and software subscription, and a refresh of equipment at 30 months will cost $89,703 after applying the credit; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of San Rafael hereby authorizes the City Manager to execute a five-year agreement between the City of San Rafael and Axon, in the form attached hereto as Exhibit A and incorporated herein by reference, subject to final approval as to form by the City Attorney. I, Lindsay Lara, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the San Rafael City Council held on Monday the 4th day of March, 2019 by the following vote, to wit: AYES: NOES: Councilmembers: Bushey, Colin, Gamblin & Mayor Pro Tem McCullough Councilmembers: None ABSENT: Councilmembers: Mayor Phillips ___________________________ LINDSAY LARA, City Clerk AXON SALES REPRESENTATIVE Brian Moutinho 9168062275 bmoutinho@axon .com Q-198111-43514.759BM 1 ISSUED 2/18/2019 SHIP TO Diana Bishop Axon Enterprise, Inc. 178D0 N 85th St. Scottsdale, Arizona 85255 United States Phone: (800) 978-2737 BILL TO San Rafael Police Dept. -CA 1400 5th Avenue San Rafael Police Dept. -CA P. 0. Box 151560 San Rafael, CA 94915 us San Rafael, CA 94901 us Year1 Item Oescript_ion Axon Plans & Packages 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL PAYMENT 80012 BASIC EVIDENCE.COM LICENSE: YEAR 1 PAYMENT 85110 EVIDENCE.COM INCLUDED STORAGE 80022 PRO EVIDENCE.COM LICENSE: YEAR 1 PAYMENT 85110 EVIDENCE.COM INCLUDED STORAGE 85070 TASER ASSURANCE PLAN ANNUAL PAYMENT, BODYCAM 80123 EVIDENCE.COM STORAGE, UNLIMITED Hardware 74001 AXON CAMERA ASSEMBLY, ONLINE, AXON BODY 2,BLK 74020 MAGNET MOUNT, FLEXIBLE, AXON RAPIDLOCK 74021 MAGNET MOUNT, THICK OUTERWEAR, AXON RAPIDLOCK 11553 SYNC CABLE, USB A TO 2.5MM 70033 WALL MOUNT BRACKET, ASSY, EVIDENCE.COM DOCK 74008 AXON DOCK, 6 BAY+ CORE, AXON BODY 2 Services 85144 AXON STARTER Quantity 13 75 750 5 150 75 75 75 75 75 75 13 13 Q-198111-43514.759BM 2 List Unit Price 336.00 180.00 0.00 468.00 0.00 240.00 288.00 499.00 000 0.00 0 .00 42.00 1,495.00 2,750.00 Q-198111-43514.759BM lssuecl 02/18.12019 .. Quote Expiration: 03/1012019 Account Number 193540 Start Date: 04/0612019 Payment Terms: Net 30 Delivery Method: Fedex -Ground SALES REPRESENTATIVE Brian Moutinho Phone:9168062275 Email: bmoutinho@axon.com Fax: PRIMARY CONTACT Diana Bishop Phone (415) 485-3009 Email: 563@srp.org Net Unit Price Total (USD) 0.00 0.00 0.00 0.00 0.00 0.00 0 .00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 .00 0.00 0 .00 000 0.00 0.00 0 .00 0.00 0 .00 0.00 0.00 000 0.001 0.00 Protect Life. Year 1 (Continued) Item Description Quantity Services (Continued) 85146 AXON 1-DA Y SERVICE Spares Item Description Quantity Hardware 74001 AXON CAMERA ASSEMBLY, ONLINE, AXON BODY 2 2,BLK 74020 MAGNET MOUNT, FLEXIBLE. AXON RAPIDLOCK 2 74021 MAGNET MOUNT, THICK OUTERWEAR, AXON RAPIDLOCK 2 11553 SYNC CABLE, USB A TO 2.5MM 2 Year2 Item Description Quantity Axon Plans & Packages 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL 13 PAYMENT 80013 BASIC EVIDENCE.COM LICENSE: YEAR 2 PAYMENT 75 85110 EVIDENCE.COM INCLUDED STORAGE 750 80023 PRO EVIDENCE.COM LICENSE: YEAR 2 PAYMENT 5 85110 EVIDENCE.COM INCLUDED STORAGE 150 85070 TASER ASSURANCE PLAN ANNUAL PAYMENT, BODYCAM 75 80123 EVIDENCE.COM STORAGE, UNLIMITED 75 Q-198111-43514.759BM 3 List Unit Net Unit Price Total (USD) Price 2,000.00 0 .00 0.00 Subtotal 0.00 Estimated Shipping 0.00 Estimated Tax 0.00 Total 0.00 List Unit Net Unit Price Total (USD) Price 0.00 0.00 0.00 000 0.00 0 .00 0.00 0.00 0.00 0.00 0 .00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 List Unit Net Unit Price Total (USD) Price 336.00 0.00 000 180.00 0.00 0.00 0.00 0.00 000 468.00 0.00 0.00 000 0.00 0.00 240.00 0.00 0.00 288.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Protect Life. Year3 Item Description Quantity Axon Plans & Packages 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL 13 PAYMENT 80014 BASIC EVIDENCE.COM LICENSE: YEAR 3 PAYMENT 75 85110 EVIDENCE.COM INCLUDED STORAGE 750 80024 PRO EVIDENCE.COM LICENSE: YEAR 3 PAYMENT 5 85110 EVIDENCE.COM INCLUDED STORAGE 150 85070 TASER ASSURANCE PLAN ANNUAL PAYMENT, BODYCAM 75 80123 EVIDENCE.COM STORAGE, UNLIMITED . 75 Year4 Item Description Quantity Axon Pl ans & Packages 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL PAYMENT 13 80015 BASIC EVIDENCE.COM LICENSE: YEAR 4 PAYMENT 75 85110 EVIDENCE.COM INCLUDED STORAGE 750 80025 PRO EVIDENCE.COM LICENSE: YEAR 4 PAYMENT 5 85110 EVIDENCE.COM INCLUDED STORAGE 150 85070 TASER ASSURANCE PLAN ANNUAL PAYMENT, 75 BODYCAM 80123 EVIDENCE.COM STORAGE, UNLIMITED 75 Q-198111-43514.759BM 4 List Unit Net Unit Price Total (USO) Price 336.00 0 .00 0.00 180.00 0.00 0.00 0.00 0.00 0.00 468.00 0.00 0.00 0.00 0.00 000 240.00 0.00 0.00 288.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 List Unit Net Unit Price Total (USO) Price 336.00 0.00 0.00 180.00 180.00 13,500.00 0.00 0.00 0.00 468.00 468.00 2,340.00 0.00 0.00 0.00 240.00 57.60 4,320.00 288.00 161.26 12,094.50 Subtotal 32,254.50 Estimated Tax 388.80 Total 32,643.30 P10<1•( t /_//'P. Years Item Desc ription Quantity Axon Plans & Packages 87026 80016 85110 80026 85110 85070 80123 TASER ASSURANCE PLAN DOCK 2 ANNUAL PAYMENT 13 BASIC EVIDENCE.COM LICENSE: YEAR 5 PAYMENT 75 EVIDENCE.COM INCLUDED STORAGE 750 PRO EVIDENCE.COM LICENSE: YEAR 5 PAYMENT 5 EVIDENCE.COM INCLUDED STORAGE 150 TASERASSURANCE PLAN ANNUAL PAYMENT, BODYCAM 75 EVIDENCE.COM STORAGE, UNLIMITED 75 Q-1 98111-43514.759BM 5 L ist Unit Net Unit Price Tota l (USO) Price 336.00 0.00 0.00 180.00 180.00 13,500.00 0.00 0.00 0.00 468.00 468.00 2,340.00 0.00 0.00 0.00 240.00 240.00 18,000.00 288.00 288.00 21,600.00 Subtotal 55,440.00 Estimated Tax 1,620.00 Total 57,060.00 Grand Total I 89,703.30 Protect Life. Discounts (uso> Quote Expiration: 03/10/2019 List Amount 361,196.00 Discounts 273,501.50 Total 87,694.50 *Total excludes applicable taxes and shipping Payment Year1 Spares Year2 Year3 Year4 Year5 Grand Total Summary of Payments Amount (USO) Q-198111-43514.759BM 6 0.00 0.00 0.00 0.00 32,643.30 57,060.00 89,703.30 Protect Life Notes The parties agree that the customer's existing Vievu Solution contract will be cancelled and consumed upon signature of this quote. Upon cancellation, this quote will reflect all future invoicing t:Jetween Axon and the Customer. Customer is entitled to a credit for pre-paid and unused services based on the start date of this new agreement. This credit has been applied to this quote in the form of a discount in the amount of $194,256 and is based on a execution date of this contract of 3/10/2019. If this quote is executed after 3/1012019, this credit is sutJject to change and the agency may receive a invoice from Axon for the difference in timing of service. Axon's estimated timeline for shipment of hardware is 6-8 weeks from the date of signature. Upon delivery and deployment of Axon body cameras, customer agrees to remove Vievu hardware from circulation. Customer agrees to either certify the cameras will be removed from circulation or return all Vievu hardware to Axon. Axon's Sales Tenns and Conditions This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon's Master Services and Purchasing Agreement (posted at www.axon.com/legal/sales-terms-and-condllions). as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview Room purchase, if applicable. Any purchase order issued in response to this Quote is subject solely to the above referenced terms and ccnditions. By signing t:Jelow, you represent that you are lawfully able to enter into contracts . If you are signing on behalf of an entity (including but not limited to the company, municipality, or government agency forwtiom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote. Signature: Name (Print): PO# (Or write N/A): Date: Title: Please sign and email to Brian Moutinho at bmoutinho@axon.com or fax to Thank you for being a valued Axon customer. For your convenience on your next order, please check out our online store buy.axon.com Quote: Q-198111-43514 7598M 'Protect Life'© and TASER® are registered trademarks of Axon Enterprise, Inc, registered in the U.S.© 2013 Axon Enterprise. Inc. All rights reserved. Q-198111-43514.759BM 7 Ptotec t Life. )iAXON Master Services and Purchasing Agreement This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, In c., a Delaware corporation {"Axon"}, and San Rafael Police Department ("Agency"). This Agreement is effective as of the later of the (a) last signature date on this Agreement, or {b) si gnature date on the quote ("Effective Date"). Axon and Agency are ea ch a "Party" and collectively "Parties". This Agreement governs Ag ency's purchase and use of the Ax o n products and services detailed in the Quote Appendix {"Quote"). Th e Parties therefore agree as follows: 1 Term. This Agreement begins on the Effective Date and continues until terminated pursuant to this Agreement {"Term"). Agency may renew thi s Agreement for an additional 5 years upon execution of a new quote. New products and services may require additional terms. Axon will not authorize services until Axon r eceives a signed Quote or accepts a purchase order, whichever is first. 2 Definitions. "Axon Evidence" means Evidence.com and othe r software, mai ntenance, and storage provided by Axon for use with Axon Evidence. This excludes third-party applications and my.evidence.com. "Products" means all hardware, software, cloud-based services, and software maintenance releases and updates provided by Axon under this Agreement. "Quote" means an offer to sell and is only valid for products and services on the q uote at t he specified prices. Any terms within Agency's purchase order in response to a Quote will be void. Orders are subject to p r ior credit approval. Ch anges in the deployment estimated ship date may change charges in the Quote. Shipping dates are estimates only. Axon is not responsible for typographica l errors in any offer by Axon and Axon reserves the right to cancel any orders resulting from such errors. "Services" means all services provided by Axon pursuant to this Agreem ent. 3 . Payment. Axon invoices upon shipment. Paymen t is due net 30 days from t he i nvoice date. Payment obligations are non-cancelable. Agency will pay invoices without setoff, deduction, o r withh olding. If Axon sends a past due account to collections, Agency is responsible for co llection and attorneys' f ees. 4 Taxes. Agency is responsible for sales and other taxes associated with the order, unless Agency provides Axon a valid tax exemption certificate. s Shipping. Axon may m a ke partial shipments and shi p Products from multiple l o cations. All shipments are FOB shipping po i nt via common carrier. Title and risk of loss pass to Agency upon Axon's delivery to the common carrier. Agency is responsible for any shipping charges on the Quot e. 6 Returns. All sales are final. Axon does not allow r efunds or exchanges, except warranty returns or as provided by stat e or federal law. 7 Warranty. 7.1 Hardware Limited Warranty. Axon wa r rants its law enforcement hardware is free from defects in workmanship and materials for 1 year from the dat e of Agency's r ecei pt, except for Sig nal Sidearm, which Axon warrants for 30 mont hs from the da t e of Agency's r eceipt. Axon warrants its acce ssories for 90 -d ay s from d ate of Agency's receipt. Expended conduct ed l lll•: U1111er SorvlciH al'ld fuN:t,.,it,lng Agn11e,men1 betwflen A,c:on and Agenc,i Depa 1ti11t-nl' Sol•sJC u1-t0tll•r 5e,vk e Venioft: 6.0 Page1 of12 Relea,e (kifP.: 1116/1011 JiAXON Master Services and Purchasing Agreement ene rgy w eap on ("CEW") ca rtridges a re deemed to ha ve o p erated pro pe rly. Extended warra nties run from expiration of the 1-year hardwa r e limited warranty throug h t he extended w arranty t erm. Non -Axo n manuf ac t ured p rod ucts ar e not covere d by Axon's w arranty. Agency shou ld contact the man ufacturer for support of non-Axon man ufa ctured products. 7.2 Claims. If Axon re ceives a va lid wa r r anty claim for an Axon ma nufactured p roduct during the warranty ter m, Axo n's sole responsibility is to repair or replace the product with the same or li ke prod uct, at Axon 's optio n. A r e plac eme nt produ ct will b e new o r like new and have the remaining warranty of the original prod uct or 90 days from the dat e of repair or replacement, w hichever is lo nger. When Agen cy exc h anges a p rod uct o r part, the re p lacement ite m becomes Agency's property and the replaced item becom es Axon's property. For support and w arran ty service v isit www.axon .com/support. Before delivering a product for service, Agency must uplo ad product data to Axon Evidenc e or download it an d reta i n a copy. Ax o n is not resp o nsible for any loss of software, data, o r oth er information contained on the stor age media or any part of the p rod uct. 7.3 Limitations. Axo n's w arranty excludes damage related to: (a ) failure to fo llow Produ ct us e instruct ions: {b) Product s used wi t h products not manufactured or recommended by Axon; (c) ab use, m isu se, intention al, o r d eliberate dam age to t h e Pro d uct; {d ) fo rce majeure; {e) Products re p ai r ed or modified by persons other than Axon without Axon's written permi ssion; or (f) Products with a defa ced o r removed serial number. 7 .3.1 To the extent permitted by la:W , the warranties and remedies set forth above are exclusive and Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied , as permitted by applicable law. If statutory or implied warranties cannot be lawfully disclaime d, then all such warranties are limited to the duration of the express warranty described above and limited by the other provisions contained in this Agreement. 7.3.2 Axon's cumulative liability to any Party for any loss or damage resulting from any claim, demand, or action arising out of or relating to any Axon Product will not exceed the purchase price paid to Axon for the Product or if for Services, the amount paid for such Services over the 12 months preceding the claim. Neither Party will be liable for direct, special, indirect, incidental, exemplary, punitive or consequential damages, however caused, whether for breach of warranty, breach of contract, negligence, strict liability, tort or any other legal theory. 8 Prod uct Warnings. See www.axon.com/legal for t he most current Axon product warnings. 9 De sign Changes. Axon may make design changes to any Axon product or service without notifying Agency or making the sa me cha nge to p roduct s and services previously purchased by Agency. 10 Insu ran ce. Axon will maintain General Liability, Workers' Compe nsation, and Autom o bile Liabi lity insurance. Upo n request, Axon will supply ce rtificates of insu ranc e. 11 In demnification. Axo n will ind em nify Agency's office rs, d irecto rs, and e mployees ("Agency lndemnitees") from and against all claims, dema nds, losses, liabilities, reasonab le costs and expe nse s arising o ut of a third pa rty claim aga inst an Agency l nde m nitee re sulti ng from any n egligent act, error or omission, or willfu l m isconduct by Axon under this Agreement, except to the extent of TUI.I!!: Ma5tlilt ~P.NlCe!o and Purc.h,niog 1'9raom4:lnl ~fWP.e" A.Kon ~tid Agtriq 0.pan.m~m:. S•l1t/Ciustomtt Sen,ica- V<1Blon: 6.0 Page 2 of 12 Re lHk Pete= nJt/2011 Master Services and Purchasing Agreement negligent act s, omissions or willful misconduct by Agency or claims under workers compensation. 12 IP Rights. Axon owns and reserves all right, title, and interest in Axon products and services, related software, and suggest ions to Axon. Axon has and claims proprietary rights in t he hardware, firmware, software, and integration of ancillary materials, knowledge, and designs constituting Axon products and services. Agency will not directly or indirectly cause any Axon proprietary right s to be violated. 13 IP Indemnification. Axon will indemnify Agency lndemnitees from and against all claims, damages, losses, liabilities, reasonable costs and expenses arising out of or relating to any t hird-party claim alleging that use of Axon Products or services as permitted under this Agreement Infringes or misappr opriat es the intellectual property rights of a t hird party. Agency must provide Axo n with prompt written notice of such a claim, tender to Axon the defense or settlement of such a claim at Axon's expense, and cooperate fully with Axon in the defense or settlement of such a claim. Axon has no liability to Agency or any third party to the extent any alleged infringement or infringement claim is based upon: (a} modifi cation of Axon Evidence by Ag ency or any third party not approved by Axon; (b} use of Axon Evidence in connection or in combination with hardware or services not approved or recommended by Axon; (c) use of Axon Evidence other than as permitted under this Agreement; or (d) use of other than the most curre nt release or version of any software provided by Axon as part of or in connection with Axon Evidence. 14 Agenc_y Responsibilities. Agency is responsible for (a) its use of Axon Products; (b} breach of t his Agreement or violation of applicable law by Agency or any Agency end user; and (c) a dispute between Agency and a t hird party o ve r Agency use of Axon Prod ucts. 15 Termination. 15.1 For Breach. A Party may terminat e this Ag reement for cause if it provides 30 days written notice of the breach to the other Party, and the breach remains uncured at the end of30 days. If Age ncy ter minates t his Agreement due t o Axon's m aterial breach, Axon will refund prepaid amounts on a prorated basis based on the date of notice of termination. 15.2 By Agency. Agency is obligated to pay the fees under t his Ag r eement. If sufficient f unds a r e not appropriated or otherwise legally available to pay the fees, Agency may terminate this Agreement. Agency will deliver notice of ter mination under t his section as soon as reasonably practicable. The date of such t erm ination w ill be the date Axon receives notice from Agen cy. 15.3 Effect of Termination. Upon any t erminat ion of this Agreement, all Agency r ights u nder this Agreement immediately terminate, and Agency remains responsible for all fees incurred prior to t he date of t ermination. The following sect ions will survive termination: Payment, Warranty, Product Warnings, Indemnification, IP Rights, and Agency Responsibilities. If Agen cy purchases Products for less than the manufacturer's suggested retail price ("MSRP"} and this Agreement terminates before the end of t he Te rm, Axon will inv oice Agency t he difference between the MSRP for Products received and amount paid towards those Products. If terminating for non- appropriations, Agency may return Products to Axon within 30 days of t ermination. MSRP is the st andalone price of t he individ ual Product at time of sale. For b undled Products, MSRP includes the standalone price of all individual components. T ifle; ~, .Sen-ir:a, Dnll PurchHinu Aureemenl bet'l'lfll*n A11:on nnd Agtin~ Oepanmenl.: ~le si'Cu5,1oru(ll1 Sief'll ice \!j!'r&ian; 6.0 Pa ge 3 of 12 Rci~.ue 0.1.t! 11N1011 Ji AXON Master Services and Purchasing Agreement 16 17 Confiden t iality. "Confident ial Information" means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding d isclosure, should reasonably be understood to be co nfidential. Each Party will take reasonable measures to av oid disclosure, dissemination, or unauthorized use of the ot her Party's Confidential Informatio n. Unless required by law, neither Party will disclose the other Party's Confidential Information d uring the Ter m and for 5-years thereafter. Axon pricing is Confidential Information and compet ition sensit ive. If Agency is required by law to disclose Axon pricing, to the extent allowed by law, Agency wi ll prov ide notice t o Axon before disclosure. Axon may publicly announce information related to this Agreement. Ge neral. 17.1 Del ays . Axon will use commercially reasonable efforts t o deliver Product s and service s as so on as practicable. If delivery is interrupted due to causes beyond Axon's control, Axon may delay or terminate the delivery wit h rea sonable notice. 17.2 Force Maj e ure. Neither Party will be liable for any delay or failure to perform under t his Agreement due to a cause beyond the Par ties' reasonable control, includ i ng acts of God, labor d isputes, industrial disturbances, utility failures, earthquake, storms, eleme nts of na ture, blockages, embargoes, riots, acts or orders of government, terrorism, or war. 17.3 Inde pendent Contractors. The Parties are independent contractors. Neither Party has authority to bind the other. This Agreement does not create a partnership, franc h ise, j o int v enture, age ncy, fiduciary, or employment relationship between the Parties. 17.4 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. 17.S Non-Discrimination . Neith er Party nor its employees will dis criminate against any person b ased on: race; religion; creed; color; sex; gender id entity an d expression; p r egna ncy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; gen etic information; disability; veteran status; or any class protected by local, state, or federal law. 17.6 Export Compliance. Each Party will comply with all import and export control laws and regulations. 17.7 Assig nme nt. Nei ther Party may assign this Agreement without the other Party's prior written con se nt. Axon may assign this Agreement, its rights, or obligations without consent (a} to an affiliate or subsi diary; or (b} for purposes of financing, merger, acquisition, co r po rate r eorganiza tion, or sale of all or substantially all its assets. This Agreement is bindi ng upon the Parties re sp ective su cc essors and assigns. 17.8 Wai ver. No waiver or delay by either Party in exe rcising any right under this Agreem e nt co nstitutes a waiver of that right. 17.9 Seve r ability. If a court of competent jurisdiction holds any portion of this Agreement invalid or u nenforceable, the remaining portions of this Agreement will remain in effect. 17.10 Governing Law. The laws of the state wh ere Agency is physically located, without r efere nce TUia: Pate•, Se,viiee~ .,nd f.urdia1,lno O.!Jre1tn'IP.n1 betvXion A11:e>n ~"d A91nq Pa ge 4 of 12 o.,,. rlm~Ol: Sal1P~IC\.1sDofflU S.ervic• V•nlCMt: i.G Att.a,e Patr. 11/Bll011 ;iAXON Master Services and Purchasing Agreement to conflict of law rules, govern this Agr ee men t and any di spu te arising from it. The United Nations Co nventi on for the Internationa l Sale of Goods does not apply to this Agreement. 17.11 Notices. All notices must be in English . Notices p osted on Agency's Axon Evidence site are effective upon posting. Notices by e mail are effective on the se nt date of the email. Notice s by personal delivery are effective immed iate ly. Co ntact information for notices: Axon: Axon Enterprise, Inc. Attn: Contracts 17800 N. 85t h Street Scottsdale, Arizona 85 255 co ntracts@axon.com Agency: Attn: Street Address City, State, Zip Email 17.12 Entire Agreement. This Agreement. including the App endices, represent the entire agre em ent between t he Parties. This Agree ment supersedes all prior agreements or understandings, whet her written o r verbal, re ga rding t he subject matter of this Agreement. Thi s Ag ree ment may only be modified or amended in a writing signed by the Parties. Ea ch representative id entified below declares that the representative is authorized to execute thi s Agreement as of the date of si gnature. Axon Enterprise, Inc. San Rafael Police Department Signature : ____________ _ Signature: ____________ _ Name: _____________ _ Name: _____________ _ Title: ______________ _ Title: ______________ _ Da te: ______________ _ Date: ______________ _ li1le: M.1!!111e-r Senoic•• 111ftd PurchDti119 Agree m•~t berween A !(On and Agt'1t:J' 0 Ppar1P'l9"l! SalHilCtD<lorner '5ervie9 Venlo,n: G,.O Page 5of12 h ie ... Oa1r. ftlllllJII JiAXON Master Services and Purchasing Agreement Axon Evidence Terms of Use Appendix 1 Axon Evidence Subscription Term. The Axon Evide nc e su bscr iption begins afte r shipment of the Axon body-worn cameras. If Axon ships the body-worn cam eras in t he first half of t he month, t he start d ate is the 1st of t he following month. If Axo n sh ips the body-worn camera s in t he second half of the month, the start date is the 15t h of the following month. For phase d deployments, the st a r t date b egi ns on s hipment of the first pha se . For purchase s solely of Ax o n Ev idence subscriptions, the start date is the Effective Date. The Axon Evidence subscription term w ill end up o n the compl eti o n of t he Axon Evide nce subsc ri ption as documented in the Quote ("Axon Evidence Subscription Term"). 2 Agency Content. "Agency Content" means softwa r e, dat a, text, aud io, vid eo, images or any content Agency end users (a) ru n o n Axo n Evi d ence; (b) cause to interface with Axon Ev ide nce; or {c) upload t o Axon Evid ence under Agency account or otherwise t r ansfer, process, use o r store in co nnectio n with Agency accou nt 3 Access Rights. Upo n Axo n g ranti ng Age ncy a n Ax o n Evi dence su bscri ption, Agency may acc ess and use Axon Evid e nce to store and manage Age ncy Co ntent during the Axon Evidence Su bscript ion Ter m. Agency may n ot e xceed m ore en d users t han t h e Quot e specifies . For Axo n Evidence Lite, Agency may acce ss and use Axon Evidence only to sto re and mange TASER CEW a n d TASER CAM dat a ('TASER Data") d uring the Axo n Evi dence Su bscr iption Te rm. Agency m ay upload non-TASER Data to Axon Evidence Li ght. 4 Agency Owns Agency Content. Ag ency controls and owns all right, title, and interest in Age ncy Co ntent. Except as out li ned herein, Axon obtains no interest in Agency Co ntent, and Ag ency Content are not business rec o rds of Axo n. Age ncy is so lely resp onsible for uploading, sharing, managing, and deleting Ag ency Content. Axon w ill have limited access t o Agency Co ntent solely for providing and supporting Axon Evidence t o Agency and Agency end us ers. 5 Security. Axon will implement commercially reasonabl e and appropriate mea sures t o secure Agency Co ntent against acc ide ntal or unlawful loss, access or d iscl osu r e. Axo n will mai ntain a comprehensive informatio n se curity program including logical, physical access, vulnerability, r isk, and config uratio n m anagement; inciden t m onitor ing and respo nse; en cryption of uploa ded digital evi dence; se curity ed ucation; and data protection. Axon agrees to the Federal Bu reau of Investigatio n Cr imin al Justice Information Se rvices Se cu rity Add en dum. 6 Updates. For Android applicat io ns. including Axon View, Device Manager, an d Capture, Axon w ill us e reaso na ble efforts to suppo rt previo us vers ion of a p plications for 45 days. \f Agency d oes not u pdate t hei r Android application to the most current version within 45 d ays of release, Axon may disable the application or force updat es to the non-supported applicatio n. 7 Agency Responsibilities. Agency is responsible f or (a) ensuring Agency use rs comply with this Ag reement ; (b) ensuring Agen cy owns Agen cy Co nt e nt; (c) en suring no Ag ency Co ntent o r Agency end user's use of Age ncy Content or Axon Evid e nce vio lates this Agreement or applicabl e laws; and (d) maintaining necessary co m p uter eq uipme nt a nd Int ernet connectio ns for use of Axon Evid ence. If Agency bec omes aware of any violatio n of this Agreeme nt by an Till•: Ul!l.!iCe, Servk.es. and PurcJ,ouirig AQrHrn&nt betweeJ\ A,ion ~nfi ~,ency Depe•t.nl•1tt: S•l•11Cust01ne-r 5enoic::l!I Page 6 of 12 Vanion: U Re\H .. Oel~~ 1111/lOfl J~AXON Master Services and Purchasing Agreement end user, Agency will immediately termi na t e that end user's access to Axon Evidence. Agency is also responsible for maintaining the sec urity of en d user names and passwords and ta king steps to maintain appropriate sec urity and access by end users t o Agency Content. Login credentials are for Agency internal use only and Agency may not sell, transfer, or sub\icense them to any other entity or perso n. Audit log trac king for video data is an automatic feature of Axo n Evidence that deta ils who accesses Agency Content. Agency may download the aud it log at any time. Agency shall contact Axon immediately if an unauthorized third party may be using Agency's account or Agency Content, or if account information is lost or stolen. 8 Privacy. Axon will not disclose Agency Con tent or information about Agency except as compelled by a court or administrative body or req uired by law or regulation. If Axon receives a disclosure request for Agency Content, Axon will give Agency notice so Agency may file an objection with the court or administrative body. Agency agrees to allow Axon access to certain information from Agency to: (a) perform troubleshooting services upon request or as part of regular diagnostic screening; (b) enforce this Agreement or policies governing the use of Axon Evidence; or (c) perform analytic and diagnostic evaluations of the systems. 9 Storage . For Unllmited Axon Evidence body-worn camera subscriptions, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from Axon Capture or an Axon body-worn camera. Axon may charge additional fees for exceeding purchased storage amounts. Axon may place Agen cy Content that Agency has not viewed or accessed for 6 months into archival storage. Agency Content in archival storage will not have immediate availability and may take up to 24 hours to access. 10 Location of Data Storage. Axon may transfer Agency Content to third party su bcontractors for storage. Axon will determine the locations of da t a centers for storage of Agency Content. For United States agencies, Axon will ensure all Agency Content stored in Axon Evidence remains within the United States. Ownership of Agency Content remains with Agen cy. 11 Suspension . Axon may suspend Agency's or any end user's right to access or use any portion or all of Axon Evidence immediately upon notice, if: 11.1. The Termination provisions of this Agreement apply; or 11.2. Agency or end user's use of or registration for Axon Evidence may {a) pose a security risk to Axon Evidence or any third party; (b) adversely impact Axon Evidence, the systems, or content of any o ther customer; (c) subject Axon, Axon's affiliates, or any third party to liability; or (d) be fraudulent. Agency remains responsible for all fees and charges incurred through suspension. Axon will not d elete Agency Content because of su spensio n, except as specified in this Agreement. 12 Axon Evidence Warranty. Axon disclaims any warranties or responsibility for data corruption or errors before Agency uploads data to Axon Evidence. 13 Axon Evidence Restrictions. All Axon Evidence subscriptions will i mmediately terminate if Agency does not comply with any term of this Agreement. Agen cy and Ag ency en d users (including employees, contractors, agen t s, officers, volunteers, and directors), may not, or may Tlllf!:: Mnsuu Sert'ice-s 11nd Pmct,05,ing Aoreemefll hE:twee,.. A•on end Agency O.,pertmenl; S11klaJCut1a,me-r $Ql'\'lclP Page 7 o f 12 """""" s o R1,u,e O!!t•: 11M01i Master Services and Purchasing Agreement not attempt to: 13.1. copy, modify, t amper with, repair, or create derivative works of any part of Axo n Evid ence; 13.2. reverse engineer, disass emble, or decompile Axon Evidence or apply any process to derive any source code included in Axon Evidence, or allow others to do the same; 13.3. access or use Axo n Evidence with t he intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; 13.4. use trade secret information contained in Axon Eviden ce, except as ex pres sly permitted in this Agreement; 13.5. access Axon Evidence t o build a competitive p roduct or service or copy any features, functions. or grap hics of Axon Evidence; 13.6. remove, alter, or obscure any confidentiality or proprietary rights notices (i ncluding copyright and trademar k notices} of Axon's or Axon's licensors on or within Axon Evidence; or 13.7. use Axon Evidenc e to store or transmit infri nging, libelous, or other unlawful or t ortious material; to store or transmit material in violation of third party privacy rights; or to store or transmit malicious code. 14 After Termination. Axon will not delete Agency Content for 90 -days following termination. During these 90-days, Agency may retrieve Agency Content only if Agency has paid all amounts d ue. There will be no functionality of Axon Evidence during these 90-days other than the ability to retri eve Agency Content. Agency will not incur additional fees if Agency downloads Agency Content from Axon Evidence during this t i me. Axon has n o obligation to maintain or provide any Agency Content after these 90-days and will thereafter, unless legally prohibited, delete all Agency Content stored in Axon Evidence. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Agency Content from Axon Evid en ce . 15 Post-Termination Assistance. Axon will provide Agency with the same post-termination data retrieval assistance that Axon generally makes avai lable to all customers. Requests for Axon to provide additional assi stance in downloading or transferring Agency Content, Including requests for Axo n's Data Egress Servi ces, will result in additio nal f ees an d Axon will not warrant or guarantee data integrity or read ability in the external system. 16 U.S. Government Rights . If Agency is a U.S. Fe deral department or using Axon Evidence on behalf of U.S. Federal department, Axo n Evidence is provided as a "commercial item," "commercial computer software," "commercial computer software documentation," and "technica l data", as defined in the Federal Acquis ition Regulation and Defense Federal Acquisition Regulation Supplement. If Agency is using Axon Evidence on behalf of the U.S. Government and these terms fail to meet the U.S. Government's needs or are Inconsistent in any respect with federal law, Agency will immediately discontinue use of Axon Evidence. 17 Survival. Upon any termination of this Agreement, the following sections will survive: Agency Owns Agency Content, Storage, Axon Evidenc e Warranty, and Axon Eviden ce Restrictions. TIii•: MS!ISf' S•rvkes and Pnrc.'1a&ln9 AgrEeeme,11 bel'WH11 AlCon a,.d Agency 01tp,er\rn...C: S.l•i/Cuttom•1 Ser-..i01r Page 8 o f 12 Vor.1Jon: 6.0 Refes.!~ Oat.= 1111/ll)tB ,iAXON Master Services and Purchasing Agreement Professional Services Appendix 1 Utilization of Services. Agency must use pre-paid professional services as outlined in the Quote and this Append ix within 6 months of the Effective Date. 2 Body-Worn Came ra 1-Day Service (BWC 1-Dayl. BWC 1-Day includes one day of on-site services and a professional services manager to work closely with Agency to assess Agency's deployment and determine which services are appropriate. If Agency requires more than 1 day of on-site services, additional on-site assistance is $2,500 er d ay. The BWC 1-D ay o tions include: System set up and configuration (Remote Support) • Setup Axon Mobile on smart phones {if applicable) • Configure categories & custom roles based on Agency need • Troubleshoot IT issues with Axon Evidence and Axon Dock ("Dock") access Dock configuration • Work with Agency to decide ideal location of Dock setup and set configurations on Dock • Authenticate Dock with Axon Evidence using "Administrator" credentials from Agency • Does not include physical mounting of docks Axon instructor training (Train the Trainer) Training for Agency's in-house instructors who can support Agency's Axon camera and Axon Evidence training needs after Axon's has fulfilled its contracted on-site obligations End user go live training and support sessions • Assistance with device set up and configuration • Train ing on device use, Axon Evidence and Evidence S nc Implementation document packet Axon Evidence administrator guides, camera implementation guides, network setup guide, sam le o licies, and cate ories & roles u ide 3 Body-Worn Camera Virt ual 1-Day Service (BWC Virtual). BWC Virtual includes all items in the BWC 1-Day Service Package, except one day of on-site services. 4 Out of Scope Services. Axon is only responsible to perform the professional services described in the Quote and this Appendix. Any additional professional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule. 5 Delivery of Services. Axon personnel will work Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays. Axon will perform all on-site tasks over a consecutive timeframe. Axon will not charge Agency travel time by Axon personnel to Agency premises as work hours. 6 Access Computer Systems to Perform Services. Agency authorizes Axon to access relevant Agency computers and networks, solely for performing the Services. Axon will work to identify as soon as reasonably practicable resources and information Axon expects to use, and will provide an initial itemized list to Agency. Agency is responsible for, and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, TIii!-'. M1:1st0, S19rvit::H !Ind Purc.ti~&ing Agreenient betweer> Al(c,n an,d AQency Page 9 of 12 01tpertmenl:: S;:iih,'1<:u11klmer 5t:uvii;:g Voriion: 6.0 Relfl eite Det.! 11/8120UI JiAXON Master Services and Purchasing Agreement completeness, and consistency of all data, materials, and information supplied by Agency. 7 Site Preparation. Axon will provide on e copy of current user documentation for the Products in paper or electronic form ("Product User Documentation"). Produ ct User Document ation will include all required environmental specifications in order for the professional services and related Products to operate in accordance with Product User Documentat ion. Prior t o the installation of Product {whether performed by Agency or Axon), Agency must prepare the locatio n(s) where t he Pr oducts are to be installed ("Installation Site") in acco r dance with the environmental specifications in Product User Document ation. Following install, Agency must maintain the Installation Site in accordance with the environme ntal specifications. If Axon m o difies Product User Documentation for any Products under t his Agreem ent, Axon w ill provide the update to Agency when Axon generally releases it. 8 Acceptance. When Axon completes t he professional services, Axon will p r es ent an acceptance form ("Acceptance Form") to Agency. Agency will sign the Acceptance Form acknowledging completion of profess ional se rvices. If Agency reasonably believes Axon did not complete the professional services in substantial conformance with t his Agreement, Agency must notify Axon in writing of the specific reasons for rejection within 7 calendar days from delivery of the Acceptance Form. Axon will addr ess the issues and will re-present the Acceptance Form for ap proval and signature. If Axon does not receive the signed Acceptance Form or written not ification of t he reasons for rej ection of within 7 cale ndar days of delivery of t he Acceptance Form, Agency will be deemed to have accep t ed the professional services. 9 Agency Network. For work performed by Axon tran siting or making use of Agency's network, Agency is solely r esp onsible for mai nte nance and functionality of the network. In no even t will Axon be lia ble for loss, damage, or corruption of Agency's network from any cause . Tille: MH1er Svrwic:H and P1.uchMh1g A,greomtM betws~n A,cc,n. •nd Agency Oeplrlmoent! SolnlCuMmer S••vlce Page 10 o f 12 V•"•on: ,.o Aet.o.e Dete= 1llll2011 JiAXON Master Services and Purchasing Agreement Technology Assurance Plan Appendix If Tec hnology As su rance Plan ("TAP") or a bundle including TAP is on t he Quote, this appendix applies. 1 n:rm. TAP begins after shipment of the hardware covered under TAP. If Axon ships hardwa re in the first half of t he month, TAP starts the 1st of the following month. If Axon ships hardware in t he se cond half of the month, TAP starts the 15th of the foll owing month. ("TAP Term"). 2 TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the 1-year Hardware Limited Warranty. 3 Spare Product. Axon will provide Age ncy a predetermined number of spare Products for hardware items and accessories listed in the Quote ("Spare Products"). Sp are Products will r epla ce broken or non-functioning units. If Agency ut ilizes a Spare Product, Agency m ust return to Axon, through Axon's warranty return process, any broken or non-functioning units. Axon will repair t he non-functioning unit or replace with a replacement Product Upon terminatio n, Axon will invoice Agency the MSRP then in effect for all Spare Prod ucts provided under TAP. If Agency returns the Sp are Pro d ucts to Axon within 30 days of the Spare Product invoice date, Axon will issue a cred it and apply it against the Spa re Product invo ice. 4 Officer Safety Plan Standard. The Officer Safety Plan Standard ("OSP Standard") includes Axon Evid ence Unlimited, TAP for Axon body-worn camera and Axon Dock, one TASER X2 or X26P CEW with a 4-year extended wa rranty, one CEW battery, an d one CEW holster. Agency must pu rch ase OSP for 5 y ears ("OSP Term"}. At any time during t he OSP Te rm, Agency may choose to receive the X2 or X26P CEW, battery and holste r by providing a $0 purchase order. 5 TAP Body-Worn Upgrad e. If Agency purchased 3 years of Axon Evidence Unlimit ed or TAP as a stan dal on e and makes all payments, Axon will p rovid e Agency a new Axon body-worn camera 3 years after TAP starts ("Body-Worn Upgrade"). If Agency p urchases 5 years of Axon Evidence Unlimited, an OSP, or TAP as a standalone and makes all payments, Axon will provide Agency a Body-Worn Upgrade 2.5 and 5 years after TAP starts. Axon may ship the Body-Worn Upgrade at year 2.5 without prior confirmation from Agency unless the Pa rties agree in w riti ng otherwise at lea st 90 days in advance . In yea r 5, Axo n may ship the Body-Worn Upgrade 60 days before t he end of the TAP Term w ithout prior confirmation from Agency. 5 .1. TAP as a Stand-alone. If Agency purchased TAP as a standalone, Axon will provide a Body-Worn Upgrade that is t he same or like produ ct, at Axon's opt ion. Axon makes no guarantee the Body-Worn Upgrade will utilize t he sam e acce ssories o r Axon Dock. If Agency wants to change product models for the Body-Worn Upgrade, Agen cy must pay the price diffe rence between t he MSRP of the offered Body-W orn Upgrade and the MSRP of the model Agency is acquiring. Th e MSRP w ill be the MSRP in effect at the time of the upgrade. Axon will not provide a refund if the MSRP of the new model is le ss than the MSRP of the offered Body-Worn Upgrad e. 5.2. OSP or Unlimited TAP. If Agency purc hased Axon Ev iden ce Unlimited or an OS P, Agen cy may choose a new on-officer video cam era of Age ncy's choice. Tl1l11: MaMer S•rvin1!. and P11 rc:haitlng Agre efl'!tnl l:!etwee11 A111on a11d •u•n~ Dlpartm•11l: S.IHl'Cut1.()me , S•1vl"-e Page 11 of12 V1 r1.0.n: G.O A.••··-0&:tt; 111112811 Master Services and Purchasing Agreement 6 TAP Dock Upgrade. If Agency purchased TAP for Axon Dock, Axon Evidence Unlimit ed, or an OSP, Axon will upgrade the Axon Dock with a new Axon Dock ("Dock Upgrade"). If Agency purchased 3 years of Dock TAP. Axon will provide the Dock Upgrade 3 years after TAP starts. If Agency purchased 5 years of Dock TAP, Axon will provide a Dock Upgrade 2.5 and 5 years after TAP starts. The Dock Upgrade at year 2.5 will only include a new Axon Dock bay configuration unless a new Axon Dock core is required for body camera compatibility. Axon may ship the Dock Upgrade at year 2.5 without prior confirmat ion from Agen cy unless the Parties agree in writing otherwise at least 90 days in advance. In year 5, Axon may ship the Dock Upgrade 60 days before t he en d of t he TAP Term wit hout prior confirmation from Agency. If Agency originally purchased a single-bay Axon Dock, t he Dock Upgrade will b e a single-bay Axon Dock model that is t he same or like product, at Axon's option. If Agency originally purchased a multi-bay Axon Dock, the Dock Upgrade will be a mult i-bay Axon Dock model that is the same o r like product, at Axo n's option. If Agency would like to change product models for the Dock Upgrade or change the number of bays, Agency must pay the price difference between the MSRP for the offered Dock Upgrade and the MSRP for the model desired. The MSRP will be the MSRP in effect at the time of the u pgrade. Axon w i ll not p r ovide a refund if t he MSRP of t he new model is less tha n the MSRP of the offered Dock Upgrade. 7 Return of Original Product. If Axon provides a warranty replacement 6 months before the date of a Body-Worn Upgrade or Dock Upgrade, that replacement is the upgrade. Within 30 days of receiving a Body-Worn o r Dock Upgrade, Agency must retu rn the original Products to Axon or destroy the Products and provide a certificate of destruction to Axon including serial numbers for t he destroyed Products. If Agency does not retu rn or destroy the Products, Axon will deactivat e the serial numbe rs for the Products received by Agency. 8 Termination. If Agency's payment for TAP, OSP, or Axon Evidence is more than 30 days past due, Axon may terminate TAP or OSP. Once TAP or OSP terminates for any reason: 8.1. TAP and OSP coverage t erminates as of the dat e of termination and no refunds will be given. Axon will not provide the free upgrades. 8.2. Agency make any missed payments due t o the termination before Agency may purchase any future TAP or OSP. 8.3. If any OSP t ermi nates before the end of the OSP Te r m, Axon will invoice Agency the difference between the MSRP for Products received and amount paid towards those Products. If t erminating for n on-appropriations, Ag ency m ay return Products to Axon within 30 days of termination. MSRP Is the standalone price of the individual Product at time of sale. For bundled Products, MSRP includes the standalone price of all individual components. The "Delt a Logo,'' the "Axon+ Delta Logo," Axon, Axon Commander, Axon Convert, Axon Detect, Axon Dock, Axon Evidence, Axon Five, Axon Forensic Su ite, Axon In terview, Axon M ob ile, Axon Signal SidearmEv idence Sync, TASER, TASER 7, and TASER CAM are tradema rks of Axon En terprise, Inc., some of w h ich are registered In the US and ot her countries. For mor e i nformation visit www.axon .com/legaL All rights r eserved. © 2018 Axon Enterprise, Inc. Ti1I•: Mn1er SentlUl ond ~411ttl•1lng ADflJ&rnent betwee11 A icon and Aue-ney O•~•tlf'lenl: SaluJ Cu,tomar S.,in,,lr:• v .. n.:ion: ,.o Page 12 of 12 ReitOM Oo!•~ 1'lNl011